EXHIBIT 10.154
PURCHASE AGREEMENT
POLLUTION RESEARCH AND CONTROL CORP.
THIS PURCHASE AGREEMENT ("Agreement" herein) is entered into as of the 8th
day of May, 1998 between POLLUTION RESEARCH AND CONTROL CORP., a California
corporation with its principal offices at 000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx
00000 (the "Company") and Xxxxxx X. Xxxxxxxx, Xx. whose address is 000 Xxxxx
Xxxxxx, Xxxxxxxx, Xx 00000 (the "Purchaser").
WHEREAS, the Company elects to issue and sell its Preferred Convertible
Stock (the "Shares") and the Purchaser desires to acquire the Shares for a
purchase price of $.125 cents per share. This new issue of shares has voting
rights but no dividend rights and is convertible anytime after July 30, 1998.*
NOW, THEREFORE, for and in consideration of the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as follows:
I. PURCHASE OF SHARES AND REPRESENTATIONS BY SUBSCRIBER.
1.1 Subject to the terms and conditions hereinafter set forth, the
Purchaser hereby purchases 400,000 Shares and the Company agrees to sell the
Shares to the Purchaser for a purchase price of $50,000. The purchase price is
payable by a cashier's check made payable to the Company, or by wire transfer to
an account determined by the Company contemporaneously with the execution and
delivery of this Agreement. The Shares will be delivered by the Company to the
Purchaser within ten (10) days following the execution of the Agreement.
1.2 The Purchaser recognizes that the purchase of the Shares involves a
high degree of risk in that an investment in the company is highly speculative
and only an investor who can afford to lose its entire investment in the Company
should purchase the Shares.
1.3 The Purchaser acknowledges that he is able to bear the economic risk of
this investment.
1.4 The Purchaser represents that he is an "accredited investor," as such
term is defined in Rule 501 of Regulation D promulgated under the Securities Act
of 1933, as amended (the "Act").
1.5 The Purchaser acknowledges that he has prior investment experience,
including investment in non-listed and non-registered securities, or he has
employed the services of an investment advisor, attorney or accountant to read
all of the documents furnished or made available by the Company to him and to
evaluate the merits and risks of such an investment on his behalf.
1.6 The Purchaser hereby represents that he has been furnished by the
Company during the course of this transaction with all information regarding the
Company which he had requested or desired to know; that all documents which
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could be reasonably provided have been made available for his inspection and
review; that he has been afforded the opportunity to ask questions of and
receive answers from duly authorized officers or other representatives of the
Company concerning the terms and conditions of his investment in the Company,
and any additional information which he had requested.
1.7 The Purchaser hereby acknowledges that this offering has not been
reviewed by the Securities and Exchange Commission (the "Commission") since this
offering is intended to be a non-public offering pursuant to Section 4 (2) of
the Act. The Purchaser represents that the Shares are being purchased for his
own account, for investment, and not for distribution or resale to others. The
Purchaser agrees that he will not sell or otherwise transfer such securities
unless they are registered under the Act or unless an exemption from such
registration is available.
1.8 The Purchaser understands that the Shares have not been registered
under the Act by reason of a claimed exemption under the provisions of the Act
which depends, in part, upon its investment intention. In this connection, the
Purchaser understands that it is the position of the Commission that the
statutory basis for such exemption would not be present if his representations
merely meant that its present intention was to hold such securities for a short
period, for a deferred sale, for a market rise, assuming that a market develops,
or for any other fixed period. The Purchaser realizes that, in the view of the
Commission, a purchase now with an intent to resell would represent a purchase
with an intent inconsistent with his representation to the Company, and the
Commission might regard such a sale or disposition as a deferred sale to which
the exemption is not available.
1.9 The Purchaser consents that the Company may, if he desires, permit the
transfer of the Shares out of his name only when his request for transfer is
accompanied by an opinion of council reasonably satisfactory to the Company that
neither the sale nor the proposed transfer results in a violation of the Act or
any applicable state "blue sky" laws (collectively, the "Securities Laws"). The
Purchaser agrees to hold the Company, its directors, officers and controlling
persons and their respective heirs, representatives, successors and assigns
harmless and to indemnify them against all liabilities, costs and expenses
incurred by them as a result of any misrepresentation made by him contained
herein or in the Confidential Purchaser Questionnaire completed by him or any
sale or distribution by the Purchaser in violation of any Securities Laws.
1.10 The Purchaser consents to the placement of a legend on any certificate
or other document evidencing the Shares stating that they have not been
registered under the Act and setting forth or referring to the restrictions on
transferability and sale thereof. The Purchaser is aware that the Company will
make a notation in its appropriate records with respect to the restrictions on
the transferability of such securities.
II. REPRESENTATIONS BY, AND COVENANTS OF, THE COMPANY.
The Company represents and covenants to the Purchaser that:
(a) The Company is a corporation duly organized, existing and in good
standing under the laws of the State of California which has the corporate power
to conduct the business which it conducts and proposes to conduct.
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(b) The execution, delivery and performance of this Agreement by the
Company has been duly approved by the Board of Directors of the Company and all
other actions required to authorize and effect the offer and sale of the Shares
have been duly taken and approved.
(c) The Shares have been duly and validly authorized and, when issued and
paid for in accordance with the terms hereof, will be validly binding
obligations of the Company enforceable in accordance with their respective terms
except that the enforceability thereof may be limited by bankruptcy, insolvency,
or other laws affecting the rights of creditors generally or by general
equitable principles.
(d) The Company has obtained all licenses, permits and other governmental
authorizations necessary to the conduct of its business; such licenses, permits
and other governmental authorizations obtained are in full force and effect; and
the Company is in all material respects complying therewith.
III. REGISTRATION OF SECURITIES.
The Company acknowledges that it currently has no effective registration
statement on Form S-3 on file with the Securities and Exchange Commission.
IV. MISCELLANEOUS.
4.1 Any notice or other communication given hereunder shall be deemed
sufficient if in writing and sent by registered or certified mail, return
receipt requested, address to the Company, at its principal office, 000 Xxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, Attention: President, with a copy to
Xxxxxxxx Xxxx & Associates, Attorney at Law, 0000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxx, Xxxxxxxx 00000, Attention: Xxxxxxxx Xxxx, and to the Purchaser at the
address listed on the signature page hereof. Notices shall be deemed to have
been given on the date of mailing, except notices of change of address, which
shall be deemed to have been given when received.
4.2 This Agreement shall not be changed, modified or made except by a
writing signed by the parties to be charged, and this Agreement may not be
discharged except by performance in accordance with its terms or by a writing
signed by the party to be charged.
4.3 This Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective heirs, legal representatives, successors
and assigns. This Agreement sets forth the entire agreement and understanding
between the parties as to the subject matter hereof and merges and supersedes
all prior discussions, agreements and understandings of any and every nature
among them.
4.4 This Agreement and its validity, construction and performance shall be
governed in all respects by the laws of the State of California, without regard
to principles of conflicts of law.
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4.5 This Agreement may be executed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
Purchaser: /s/ Xxxxxx X. Xxxxxxxx, Xx. The Company:
---------------------------
POLLUTION RESEARCH AND CONTROL CORP.,
000 Xxxxx Xxx a California corporation
-------------------------
(Address)
Xxxxxxxx, Xx 00000 By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
------------------------- ---------------------------------
(City, State) Xxxxxx X. Xxxxxxxx, Xx.,
President and Chief
Executive Officer
Date: May 8, 1998
*Purchase price is based on closing bid May 8, 1998 of .31 cents, modified by
dividend formula (based on .20 cents pre-dividend announcement with additional
40% lettered discount).
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